(a) STATUS: the Guarantor is duly incorporated with limited liability
 and validly existing under the laws of the Republic of Panama;

 (b) POWERS AND AUTHORIZATIONS: the documents which contain or establish
 the Guarantor's constitution and the laws of the Republic of Panama
 include provisions which give power, and all necessary corporate
 authority has been obtained and action taken, for the Guarantor to
 own its assets, carry on its business and operations as they are now
 being conducted, and sign and deliver, and perform the transactions
 contemplated in this Guaranty, and this Guaranty constitutes the
 valid and binding obligation of the Guarantor enforceable in
 accordance with its terms;

 (c) NON-VIOLATION: neither the signing and delivery of this Guaranty nor
 the performance of any of the transactions contemplated herein or
 therein does or will contravene or constitute a default under, or
 cause to be exceeded any limitation on it or the powers of its
 directors imposed by or contained in: (i) any law by which it or any
 of its assets is bound or affected; (ii) any document which contains
 or



 establishes its constitution; or (iii) any agreement to which it is
 a party or by which any of its assets is bound;

 (d) CONSENTS: no authorization, approval, consent, license, exemption,
 registration, recording, filing or notarization and no payment of
 any duty or tax and no other action whatsoever which has not been
 duly and unconditionally obtained, made or taken is necessary or
 desirable to ensure the validity, enforceability or priority of the
 liabilities and obligations of the Guarantor or the rights of the
 Lessor under this Guaranty;